Professional Documents
Culture Documents
This license agreement (the Agreement) is made by and between ________________________[name of company presenting film
or program] (the Licensor) and __________________________ [name of company wishing to obtain a license to distribute the
film or program] (the Licensee). Licensor and Licensee (the Parties) agree to the terms as follows:
1.
Subject of Agreement
Licensor provides to Licensee the program(s) entitled ___________________________________________ (the Program)
to use according to the terms set out under this Agreement.
2.
Licensed Rights
Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor the irrevocable Licensed Rights included in
Table 1 to the Program subject to all the terms and conditions hereinafter set forth. The Licensed Rights in Table 1. shall have
the meaning described in the Definition of Licensed Rights attached hereto as Exhibit 2. All rights not granted to Licensee hereunder with respect to the Program are reserved to Licensor. All rights include the right to copy, store, archive and distribute the Program according to the Licensed Rights selected in Table 1. Licensee is entitled to assign/sublicense all Licensed
Rights to third parties and/or to affiliates and contracting partners for distribution, in whole or in parts, (e.g. cable retransmission, satellite transmission, IP TV, transmission through aggregators or contracting partners).
I. BROADCAST
DISTRIBUTION
Free TV
TERRITORY
Country: ______________
DURATION
Exclusive - effective date: __/__/__ to __/__/__
OR
Perpetuity
Region: ______________
Pay TV
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
Web TV
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
IP TV
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
Mobile TV
Worldwide
Perpetuity
Country: __________
Perpetuity
OR
Region: __________
Closed Circuit
Worldwide
Perpetuity
Country: __________
Perpetuity
OR
Region: __________
Worldwide
Perpetuity
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TERRITORY
Pay VOD
Country: ______________
DURATION
Exclusive - effective date: __/__/__ to __/__/__
OR
Perpetuity
Region: ______________
Free VOD
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
Ad VOD
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
Worldwide
Perpetuity
DISTRIBUTION
Theatre
TERRITORY
Country: ______________
DURATION
Exclusive - effective date: __/__/__ to __/__/__
OR
Perpetuity
Region: ______________
Festivals
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
DVD Sales
Worldwide
Perpetuity
Country: ______________
Perpetuity
OR
Region: ______________
Worldwide
3.
Perpetuity
Restricted Promotion
Subject to any contractual restrictions the Licensor has entered into with individuals appearing in the Program in connection
with their name & likeness use in promotional and/or marketing material, Licensee shall be granted the right to use excerpts
and clips of the Program of a maximum duration of 3 minutes (from the original as well as from all dubbed, subtitled and
voiced-over versions) and all relevant Delivery Materials (promotional trailer, still images and other available promotional
material) in all media now known or hereafter devised, including print and online media, worldwide for the following purposes: Program-related and Licensee advertising purposes, including on air and off air promotion as well as the right to promote
the Program and its exploitation using the name, image, likeness, voice, photography and biography of the author, director
and/ or of the actors according to common practice (e.g. in television, in cinemas, on videos, in online services or in printed
form).
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4.
5.
6.
Material:
Program Delivery: The Licensor will deliver the Program including all material (Delivery Material)
___________________________(Delivery Date).
Delivery shall be made to the above-said address of Licensee. Shipment of all Delivery Material to Licensee shall be the responsibility of the Licensor. Return of the Program to Licensor if on loan shall be borne by Licensee.
Delivery Material: Licensor shall deliver the Program according to the "Technical Standards attached hereto as Exhibit 1
and the broadcast television standards in Europe, especially the technical standards and references of the European Broadcasting Union.
The Program shall be provided:
on loan
for Licensees retention.
Licensor shall deliver to Licensee free of charge for commercial publication and distribution in all media worldwide as well as
for Program-related promotion and Licensee advertising:
- 1 promotional trailer, if available
- Still images including photo credits (no less than 3 stills per film and 5 stills per series)
- Series and episode synopsis
In addition, Licensor will deliver the following material to Licensee:
- Complete music cue sheets including time codes
- Scripts / transcript (one copy in the original language of a detailed, final dialogue and action continuity and spotting list of
the Program containing all dialogue, narration and song vocals including time codes for dubbing reasons)
- Cast list, if available
- Credit lists
- Graphic files, if available
- List of product placement within the Program
- Complete chain of title documents upon request of Licensee
If Licensor fails to deliver the Delivery Material in accordance with this Agreement by the Delivery Date and subject to the
review periods referenced below, Licensee shall have the right to either: (a) withdraw from this Agreement with immediate effect and reclaim any payments previously made under this Agreement (in the event that this Agreement covers the purchase of
more than one Program, Licensee shall only have the right to withdraw from the Agreement with respect to the Program
which has not been delivered by the Delivery Date); or (b) extend the Delivery Date by a grace period of ten (10) business
days. If Licensor fails to meet this grace period Licensee shall have the right to withdraw from the Agreement in accordance
with lit (a).
Licensee shall have thirty (30) days from date of delivery for technical acceptance of the Delivery Materials (Review Period). If, prior to the expiration of the Review Period, Licensee provides written notice to Licensor that the Delivery Materials
contain any technically defective images and/or sounds, or do not meet the required technical standards set forth and/or referred to in this Agreement, then Licensor shall repair or replace the rejected Delivery Materials at its own expense within ten
(10) business days of Licensees request to do so.
Licensee shall have five (5) days from date of re-delivery for technical acceptance of the Delivery Materials (Second Review
Period). If, prior to the expiration of this Second Review Period, Licensee provides written notice to Licensor that the Delivery Materials still contain any technically defective images and/or sounds, or do not meet the required technical standards set
forth and/or referred to in this Agreement, Licensee can choose to either: (a) correct the defects at its sole cost (to be set off
against the License Fee or reimbursed by Licensor); (b) substitute the Program for another mutually approved Program of
similar quality and length; or (c) withdraw from this Agreement with immediate effect and reclaim any payments previously
made under this Agreement. Should this Agreement cover the purchase of more than one Program, Licensee shall only have
the right to withdraw from this Agreement with respect to the Program which has not met the required standards.
7.
License Fee
For the grant of rights, Licensor shall receive a License Fee from Licensee in the total amount of _____________________
(in words US-Dollars) according to the following payment plan: _____% (in words) due upon signature of this Agreement
and ____% (in words) due upon complete delivery of the Program to Licensee. In addition, Licensor shall receive from Licensee _____% (in words) of any assignment/sublicense royalties or payment received by Licensee from any third party assignee or sublicensee.
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The License Fee and assignment/sublicense royalty or payment shall be payable by Licensee to Licensor within 30 days of receipt of Program and/or receipt of assignment/sublicense royalty or payment. Upon payment of the License Fee, the grant of
rights and all services and expenses of Licensor are fully compensated.
8.
Credits
Licensee undertakes that all Credits provided by Licensor will be given in accordance with the usual practice in the film and
television industry. Therefore Licensee may alter the Credits to a market standard and reduce the end-credits and/or copyright
notices so that they can be displayed on a split-screen or condensed using visual effects or time compress the said end-credits
and/or copyright notices, provided that the same remain reasonably legible.
9.
10.
Overspill
Licensee shall have no obligation or liability hereunder in case of unintentional, non-encrypted broadcasts resulting from
technical defaults and/or technical spillover beyond the licensed Territory including non geo-blocked Internet Protocol or unencrypted satellite overspill from an uplink in the licensed territory.
11.
Termination
Either party is entitled to terminate this Agreement extraordinarily at any time with immediate effect:
- if the other party is in material default of this Agreement and fails to cure such default within twenty (20) working days of
receiving written notice thereof,
- in the event that the other party suspends payment to its creditors or generally is unable or admits inability to pay its debts as
and when they fall due, suspends making payments on any of its debts, or suffers the making of an administration order or
has a receiver (including an administrative receiver) liquidator, manager or any similar officer appointed of the whole or any
part of its assets or if any order is made or a resolution passed for its winding up (except for the purpose of amalgamation or
reconstruction) or if it enters into any composition or arrangement with its creditors or calls a meeting of its creditors with
intent to enter into such an arrangement or composition.
Licensee is entitled to terminate this Agreement extraordinarily at any time with immediate effect, if Licensee:
- ceases to carry on business or part of the business,
- changes his business or program strategy,
- is unable to transmit television programs within the Territory (for whatever reason).
Furthermore the parties acknowledge and agree that if the Program or parts of it are available only in a rated version or get
this status during the License Term of this Agreement or the agreed age rating of the Program changes or has to be changed
due to legal requirements, the respective titles are in the discretion of Licensee to be replaced upon best effort by another Program or by a legally respectable modified version through Licensor or Licensee is entitled to terminate this Agreement in respect of the affected Program.
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12.
Special Provisions
Licensee will have a guaranteed first linear broadcasting exploitation within the licensed territory.
The Broadcasting-Rights are granted on a non-exclusive basis in South Korea, Japan and China only. The remaining territories are granted on an exclusive basis.
The Free TV rights are granted on a worldwide basis excluding the United States of America only. For the avoidance of
doubt, the Free TV rights in the United States of America shall not start before our first linear broadcasting exploitation.
For the avoidance of doubt, Licensor does not grant Licensee the Transactional VOD-rights for the Program. Clause 2.3.2. of
Exhibit 2 Definition of Licensed Rights shall therefore not be applicable.
The Subscription VOD-rights are granted on a non-exclusive basis throughout the Territory during the entire license period.
13.
Final Provisions
All Exhibits form an integral part of the Agreement and apply to the parties, unless they are amended by provisions in this
Agreement. This Agreement is the complete and final agreement and understanding between the parties with respect to the
subject matter hereof and may not be changed or modified except by an agreement in writing. Should any provision of this
Agreement be void, the remaining provisions shall be unaffected thereby.
The parties shall hold the terms of this Agreement and all information in connection therewith strictly confidential and shall
not disclose such information to third parties.
Nothing in this Agreement shall be deemed to constitute an agency or a partnership or joint venture between the parties and
neither party shall do or permit any act to be done whereby it may be represented as being the agent or partner of the other.
This Agreement shall be governed by and construed in accordance with the provisions of Washington law to the exclusion of
its conflict of law rules. The sole place of jurisdiction shall be King County Superior Court. If the seat of Licensor or Licensee
is in a different state, any disputes arising from or in connection with this contractual relationship shall be finally resolved in
accordance with the Rules of Arbitration of the American Arbitration Association by one or more arbitrators appointed in accordance with these rules. The place of arbitration shall be Seattle, WA and proceedings shall be conducted in English.
Signatures:
Licensor: _______________________
Licensee: _______________________
Signature: _______________________
Signature: _______________________
Date:
Date:
_______________________
_______________________
Exhibits:
Exhibit 1: Technical Standards
Exhibit 2: Definition of Licensed Rights
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2.
Delivery Material
Licensor shall deliver file-based:
XDCAM HD 422 @MXF Container, 50Mbps CBR
OR
Apple ProRes 422 @MOV Container
Apple ProRes 422 HQ @MOV Container
Apple ProRes 4444 @MOV Container
In one of the following standards:
1080i/25
720p/59.94
3.
1080i/29.97
1080p/23.98
1080p/25
1080p/29.97
720p/50
Delivery of 3D Production
Two separate video files (one for left eye and one for right eye; identical timecode in both files) shall be delivered. The above specifications for
file-based delivery also apply to the encoding of 3D content.
4.
Versioning
The Program has to be delivered in two versions:
5.
Audio
Regardless of the agreed format, Licensee demands the following configuration of audio tracks:
Channel 1
Full Mix (stereo left)
Channel 2
Full Mix (stereo right)
Channel 3
Effects* (stereo left)
Channel 4
Effects* (stereo right)
Channel 5
Music (stereo left)
Channel 6
Music (stereo right)
Channel 7
Voice Over (mono)
Channel 8
Interviews / OT (mono)
* Effects: include Atmo/Ambient/Onlocation sound and Sound Effects (SFX)
Note: Upon request of Licensee Full Mix without Voice Over (stereo) has to be delivered additionally as a separate WAV file.
Codec PCM, sample rate 48.000 kHz, Bits per sample 16/24 Bit, maximum audio level -9dBFS
Note: upon request of Licensee Licensor has to deliver the audio mix compliant to EBU-R128 (following practical guidelines EBU Tech Doc 3341,
3342, 3343 and 3344).
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VIII. Sublicensing
means the assignment or sublicense of any right expressly or implied to or in the Program and any parts or derivates of it to any third party.
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